Supreme Infrastructure India Ltd Directors Report

To The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

Your Directors have pleasure in presenting their 40^th Annual Report and the Audited Statement of Accounts for the year ended 31^st March, 2023.

1. HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

Rs In Lakhs (except EPS)

Particulars	Standalone Results for the year ended at		Consolidated Results for the year ended at
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Total Income	9,581.42	13,249.72	10,106.88	12,434.92
Total Expenses	1,02,602.06	90,284.09	1,23,702.76	90,426.64
Profit/(Loss) Before Tax and Exceptional Item	(93,020.62)	(77,034.37)	(1,13,595.88)	(77,991.72)
Exceptional Item	2,333.66	5,045.71	6,587.56	5,045.70
Profit/(Loss) Before Tax	(95,354.28)	(82,080.07)	(1,20,183.44)	(83,037.42)
Tax Expense (Net)	-	-	-	-
Profit /(Loss) After Tax	(95,354.28)	(82,080.07)	(1,20,183.44	(83,037.42)
Earnings Per Share (EPS)	(371.05)	(319.04)	(450.53)	(322.95)

2. OPERATION AND PERFORMANCE REVIEW

During the year under review on standalone basis your Company earned an income of Rs 9,581.42 Lakh against

Rs 13,249.72 Lakh in the previous year. Your Company incurred losses of Rs 95,354.28 Lakh as compared to the Rs 82,080.07 Lakh in the previous year.

3. DIVIDEND

In view of the losses incurred and stressed financial resources, your Directors do not recommend any dividend on Equity Shares and Preference Shares for the year under review. Consequently, no amount is transferred to reserves for the year ended 31^st March, 2023.

4. BUSINESS OPERATIONS

The Company is amongst the leading players in the country in the Engineering, Designing and Construction (E, D & C) segment for power, roads, Bridges and other infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects in Power sector and infrastructural areas through its special purpose vehicles. It has executed the various projects within the state and country. Further, the Company is also a leading utility company having presence across the value chain of energy, Infrastructure businesses.

5. SHARE CAPITAL OF THE COMPANY

During the year under review, there is no change in the Share Capital of the Company. The present paid-up Equity Share Capital of the Company is Rs 25,69,84,000/- comprising of 2,56,98,400 Equity Shares having face value of Rs 10/- each.

6. FINANCE

During the year under review, the Companys Financials were under severe stress on account of several factors like delay in execution of projects, delay in execution of BOT Projects, cost over runs on delayed projects, high interest cost vis- a-vis volume of the Companys operation, stressed working capital f inance and similar factor s peculiar to the infrastructure sector.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and implementation requirements of Indian Accounting Standards (IND-AS) Rules on Accounting and disclosure requirements, which is applicable to our company and as prescribed by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") the audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of each of the subsidiary and joint venture in the prescribed form AOC-1 is annexed to this annual report. Pursuant to Section 136 of the Companies Act, 2013 the financial statements of the subsidiaries are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.supremeinfra.com under the Investors Section.

8. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company as on 31^st March, 2023 had three Subsidiaries of which two are incorporated and based in India & One Overseas. The Company also had one Associate Company as on 31st March, 2023. Some Joint Venture Projects have become non-operative on account of the completion of the projects.

The Company has adopted a policy for determining material subsidiaries in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The said policy is available on the Companys website. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

NAME	SUBSIDIARY COMPANIES COUNTRY OF INCORPORATION	COMPANYS HOLDING (IN %)	SUBSIDIARY OF
SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED	INDIA	64	SUPREME INFRASTRUCTURE INDIA LIMITED
SUPREME MEGA STRUCTURES PRIVATE LIMITED	INDIA	60	SUPREMEINFRASTRUCTURE INDIA LIMITED
SUPREME INFRASTRUCTURE OVERSEAS LLC	OMAN	60	SUPREME INFRASTRUCTURE INDIA LIMITED
MOHOL KURUL KAMATI MANDRUP	INDIA	49	SUPREMEINFRASTRUCTURE
TOLLWAYS PVT. LTD.			INDIA LIMITED
PATIALA NABHA INFRA PROJECTS PVT. LTD.	INDIA	100	SUPREMEINFRASTRUCTURE INDIA LIMITED
KOTKAPURA MUKTSAR TOLLWAYS PVT. LTD.	INDIA	99	SUPREME INFRASTRUCTURE INDIA LIMITED
SUPREME INFRASTRUCTURE BOT PVT. LTD.	INDIA	100	SUPREMEINFRASTRUCTURE INDIA LIMITED

Pursuant to initiation of the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (‘IBC) in the following subsidiary companies, the Holding Company has lost control / significant influence over the following subsidiaries, associates and joint ventures. Accordingly, the following entities cease to be subsidiaries, associates and joint ventures of the Holding Company.

	JOINTLY CONTROLLED ENTITIES
NAME	COUNTRY OF INCORPORATION	COMPANYS HOLDING (IN %)	SUBSIDIARY OF
SANJOSE SUPREME TOLLWAYSDEVELOPMENT PRIVATE LIMITED	INDIA	96.10	Under Liquidation Process
SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED	INDIA	51	Under Corporate Insolvency Resolution Process (CIRP)
SUPREME BEST VALUE KOLHAPUR (SHIROLI)	INDIA	45.90	SUPREME INFRASTRUCTURE
SANGLI TOLLWAYS PRIVATE LIMITED			BOT HOLDINGS PRIVATE LIMITED
SUPREME AHMEDNAGAR KARMALA TEMBHURNI	INDIA	51	SUPREME INFRASTRUCTURE
TOLLWAYS PRIVATE LIMITED			BOT HOLDINGS PRIVATE LIMITED
SUPREME KOPARGAON AHMEDNAGAR TOLLWAY PRIVATE LIMITED	INDIA	51	SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED

 

NAME	ASSOCIATE COMPANIES COUNTRY OF INCORPORATION	COMPANYS HOLDING (IN %)	SUBSIDIARY OF
SOHAR STONES LLC	OMAN	30

OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future

10. DEPOSITS

During the year under review, your Company has not accepted any deposit from the public or its employees during the year under review. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

11. ENVIRONMENT & SAFETY

The Company is conscious of the impor tance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all applicable compliances of environmental regulations and preservation of natural resources.

Your Directors further state that during the year under review, no complaints were reported to the Board as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the operations were observed.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Pursuant to the provisions of Companies Act, 2013, Mr. Ankit Jain had resigned from the Position of Company Secretary and Compliance officer and Ms. Sapna Vaishnav (having ACS NO: 62317), was appointed as Company Secretary and Compliance officer of the Company at the Board Meeting held on 05^th January, 2023 based on the recommendations of the Nomination and Remuneration Committee and has requisite qualifications to hold the said position.

She fulfil the conditions specified in the Act and the Rules made thereunder.

She is not related to any director on the Board of the Company.

The Company has designated Mr. Vikram Sharma as the Managing Director and Mr. Sidharth Suresh Kumar Jain as Chief Financial Officer of the Company.

14. FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirement of Listing Regulations, the Company has put in place a Familiarisation Program for the independent directors to familiarize them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company oper ates, business model, etc. The details of the Familiarization Program are explained in the Corporate Governance Report. The said details are also available on the website of the Company www.supremeinfra.com.

15. Independent Directors Meeting

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of Management. During the year under review, Independent Directors met separately on January 15, 2023, inter-alia, for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

16. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as that of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

17. REMUNERATION POLICY

The Company has adopted a remuneration policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration policy is annexed as Annexure II to this Report.

18. MEETINGS

The Company held a minimum of Board meeting and Audit Committee Meeting as per companies Act, 2013. The details of the Meetings held during the financial year are given in the Corporate Governance Report.

19. PARTICULARS OF EMPLOYEES

The details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed as "Annexure III" During the financial year 2022-2023, this clause is not applicable as there are no employee in the Company employed throughout the financial year with salary above Rs 102 Lakhs per annum or employed in part of the financial year with average salary above Rs 8.5 Lakhs per month.

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 (1)) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in the statement here as follows:

Particulars	Remarks
1. The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year	During the year Directors of the Company are not being paid any remuneration
2. The percentage increase in remuneration of each Director, Chief Financial Officer in the financial year.	During the year, the Directors of the Company are not being paid any remuneration. There is no increase in the salary of CFO during the year
3. The number of permanent employees on the rolls of the company.	The total number of permanent employee of Supreme Infrastructure India Limited as on 31st March, 2023 were 57 (Fifty-Seven)
4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	During the reporting period there is no increase in the compensation of the employees
5. It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company	Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior Management, if any, is as per the remuneration Policy of the Company

20. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.

Pursuant to Section 186 of the Act, details of the Investments made by the Company are provided in the notes to the standalone financial statement.

19. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to Company.

20. AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No, 101569W) and M/s. Ramanand & Associates, Chartered Accountants (Firm Registration No. 117776W) are appointed as the joint auditors of the Company for a period of three years by the members of the Company at 38^th Annual General Meeting (AGM) to hold off ice from the conclusion of 38^th AGM till the conclusion of 41^st AGM.

STATUTORY AUDITORS AND THEIR REPORT

The specific notes forming part of the Accounts referred to in the Auditors Report read with the notes to financial statements as referred to therein, are self-explanatory and give complete information and addresses the observations if any. Further the observation/s made therein read with concerned Notes to financial statements, provide sufficient information and are self-explanatory. So no further explanations or a comment is required/provided in this report with respect thereto.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT (STANDALONE)

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2022-2023. The relevant Para nos. of the report and reply are as under: i. Auditors Qualification and Managements Reply on standalone financial results:

Audit Qualification

(a) As stated in Note 2 to the accompanying statement, the Companys trade receivables and other current assets as at March 31, 2023 include trade receivables amounting to 74,749.41 lakhs and unbilled revenue amounting 3,965,57 lakhs respectively, which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed). Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments considering the period of outstanding. Consequently, in the absence of sufficient and appropriate evidence to support the managements contention of recover ability of these amounts and balance confirmations, we are unable to comment upon the adjustments, if any, that are required to the carrying value of trade receivables and other current assets, and consequential impact, if any, on the accompanying statement. The audit Opinion on the Companys Statement for the previous year ended 31^st March 2022 was also modified in respect of this matter.

Auditors Qualification on the Internal Financial Controls relating to above matters:

The Companys internal financial control in respect of supervisory and review controls over process of determining impairment allowance for trade receivables which are doubtful of recovery were not operating effectively. In the absence of detailed assessment conducted by the management for determining the recoverability of trade receivables that remain long outstanding, in our opinion, could result in a potential material misstatement to the carrying value of trade receivables, and consequently, could also impact the loss (financial performance including other comprehensive income) after tax.

Management Reply to the above Auditors Qualification:

Trade receivables and other current assets as at March 31, 2023 include trade receivables amounting to. 74,749.41 lakhs (March 31, 2022: € 57,636,97 lakhs) and unbilled revenue amounting 3,965,57 lakhs respectively, in respect of projects which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed). Based on the contract terms and the ongoing recovery/ arbitration procedures (which are at various stages). Management is reasonably confident of recovering these amounts in full. Accordingly, these amounts have been considered as good and recoverable. Balances of Trade Receivables are subject to balance confirmation and adjustments, if any.

Audit Qualification:

(b) As stated in Note 4 to the accompanying statement, the Companys non-current investments and trade receivable as at March 31, 2023 include non-current investments in Subsidiar y Company, Supreme Infrastructure BOT Private Limited and trade receivables from step down subsidiaries of the said subsidiary amounting to 142,558.84 lakhs and 1,848.31 lakhs respectively. The said subsidiar y Company has significant accumulated losses, and its consolidated net-worth is fully eroded. Further, the said Company is facing liquidity constraints due to which it may not be able to realise projections as per the approved business plans.

Also, during the previous year, The National Company Law Tribunal, Mumbai (NCLT) vide Order dated

February 25, 2022 ("Admission Order"), has appointed an Interim Resolution Professional ("IRP") on a petition initiated by one of the operational creditors under the Insolvency and Bankruptcy Code 2016. (IBC). The said Admission Order has been subsequently assailed by one of the suspended directors before the Honble National Company Law Appellate Tribunal ("NCLAT"). The Honble NCLAT has vide its order dated September 02, 2022 has annulled the Admission Order and other factors described in the aforementioned note. The management has considered such balances as fully recoverable and assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments. In the absence of suff icient appropriate evidence to support the managements assessment as above, accumulated losses in this subsidiary as on March 31, 2023, and other relevant alternate evidence, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these non-current investments and trade receivables from step down subsidiaries of said Subsidiary Company and the consequential impact on the accompanying Statement. The audit opinion on the Companys Statement for the previous year ended March 31, 2022 was also modified in respect of this matter.

Auditors Qualification on the Internal Financial Controls relating to above matters:

The Companys internal financial control in respect of supervisory and review controls over process of determining the carrying value of non-current investments were not operating effectively.

Management Reply to the above Auditors Qualification:

The Companys non-current investments and trade receivable as at March 31, 2023 include investments in Supreme Infrastructure BOT Private Limited (‘SIBPL), a subsidiary company and trade receivable from step down subsidiaries of SIBPL, amounting to 142,556.84 lakhs (March 31, 2022: 142,556.84 lakhs) and 1,848.31 lakhs respectively. SIBPL has various Build, Operate and Transfer (BOT) SPVS under its fold. While SIBPL has incurred losses during its initial years and have accumulated losses, causing the net worth of the entity to be fully eroded as at 31 March 2023, the underlying projects are expected to achieve adequate profitability on substantial completion of the underlying projects. The National Company Law Tribunal, Mumbai (NCLT) vide Order dated 25th February 2022 ("Admission Order "), has appointed an Interim Resolution Professional ("IRP") on a petition initiated by one of the operational creditors under the Insolvency and Bankruptcy Code 2016 (‘IBC). The said Admission Order has been subsequently assailed by one of the suspended directors before the Honble National Company Law Appellate Tribunal ("NCLAT"). The Honble NCLAT vide its order dated September 02, 2022 has annulled the Admission Order. Further, commercial operation date (COD) in respect of these subsidiaries of SIBPL has been delayed due to various reasons attributable to the clients primarily due to non-availability of right of way, environmental clearances etc. and in respect of these subsidiaries, the toll receipts is lower as compared to the projected receipts on account of delay in receiving compensation from government for exempted vehicles. Due to this, there have been defaults in repayment of principal and interest in respect of the borrowings and the respective entity is in discussion with their lenders for the restructuring of the loans.

Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss to the respective SPVS. Therefore, based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of the orders of Honble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does not represent its true market value and hence carrying value of the non-current investments and Trade receivable as at March 31, 2023 are considered as good and recoverable.

Audit Qualification:

(c) As stated in Note 5 to the accompanying statements, the Companys non-current investments, trade receivable and other current assets as at March 31, 2023 include investments in one of its subsidiary, trade activate Windows receivable and unbilled revenue from said subsidiary amounting to 15,677.52 lakhs, 3,814.66 lakhs and to Settings to activate Windows. 3,201.87 lakhs respectively. During the previous year, National Highways Authority of India ("NHAI") had issued an intent to terminate notice to this subsidiary, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties during the previous year.

In terms of the order passed by the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, this subsidiary and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing as informed by the management. The management has considered these non-current investments, trade receivable and other current assets as fully recoverable and has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments. In the absence of sufficient and appropriate evidence to support the managements assessment as above, stoppage of operations and non-recognition of trade payable to holding Company in books of this subsidiary, and also considering the fact that NHAI has appointed new vendor to complete the remaining work of the ongoing project, and no cash flows due to the aforesaid termination notice and matter under arbitration, we are unable to comment upon impact of adjustments, that may be required to the carrying values of these non- current investments, trade receivables and other current assets and the consequential impact on the accompanying statements. The audit Opinion on the Companys Statement for the previous year ended 31 March, 2022 was also modified in respect of this matter.

Auditors Qualification on the Internal Financial Controls relating to above matters:

Absence of detailed assessment conducted by the management for determining the carrying value of non-current investments, in our opinion, could result in a potential material misstatement to the carrying value of non-current investment, and consequently, could also impact the loss (financial performance including other comprehensive income) after tax.

Management Reply to the above Auditors Qualification:

The Companys non-current investments and trade receivable as at March 31, 2023 include investments in Supreme Panvel Indapur Tollways Private Limited (‘SPITPL), a subsidiary company, trade receivable and unbilled revenue from said subsidiary amounting to 15,677,52 lakhs (March 31, 2022: 14,686.34 lakhs), 3,814.66 lakhs (March 31, 2022: 3,632.06 lakhs) and 3,201.67 lakhs (March 31, 2022: 3,292,66 lakhs) respectively. SPITPL is a special purpose vehicle company incorporated for the purpose of undertaking the work for construction of Panvel - Indapur NH-17 awarded by National Highways Authority of India ("NHAI") on built, operate and transfer basis. During the previous year, National Highways Authority of India ("NHAI") had issued an intent to terminate notice to this subsidiary, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties during the previous year. In terms of the order passed by the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, this subsidiary and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing. Further, commercial operation date (COD) in respect of SPITPL has been delayed due to various reasons attributable to the clients primarily due to non-availability of right of way, environmental clearances etc. Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss. Therefore, based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, Management believes that the net-worth of SPITPL does not represent its true market value and the realizable amount of SPITPL is higher than the carrying value of the non-current investments and trade receivable as at March 31, 2023 and due to which these are considered as good and recoverable.

Audit Qualification:

(d) As stated in Note 6 to the accompanying statements, the Companys current borrowings as at March 31, 2023 include balance amounting to 32,772,84 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/lenders have not been received. Further, in respect of certain loans where principal balance has been conf irmed from the confirmations issued by the banks/lenders, the interest accrued amounting 3,20,650.01 Lakhs and Margin Money amounting to 498.53 lakhs included in other non-current assets as on March 31, 2023 have not been confirmed by banks/lenders. In cases where lenders have given confirmation for interest outstanding, differences are noticed in the balances since Banks/ lenders have stopped accrual of interest as the accounts of the Company are classified as NPA in their books. In the absence of such confirmation from banks/lenders or sufficient and appropriate alternate audit evidence for differences, we are unable to comment on the adjustments and changes in results and classification of balances in accordance with the principle of Ind AS

1, presentation of financial statements, that may be required to carrying value of the aforementioned balances in the accompanying statement. The audit Opinion on the Companys Statement for the previous year ended March 31, 2022 was also modified in respect of this matter.

Management Reply to the above Auditor s Qualification:

Current Borrowings as at March 31, 2023 include balance amounting to Rs 32,772.84 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/lenders have not been received. Further, in respect of certain loans where principal balance has been conf irmed from the confirmations issued by the banks/tenders, the interest accrued amounting Rs 3,20,650.01 Lakhs and Margin Money amounting to Rs 498.53 lakhs included in other non-current assets as on March 31, 2023 have not been conf irmed by banks/lenders. In the absence of conf irmations/statements from the lenders, the Company has provided for interest and other penal charges on these borrowings based on the latest communication available from the respective lenders at the interest rate specified in the agreement. The Companys management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classification of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

Audit Qualification:

(e) As stated in Note 7 to the accompanying statement, regarding non compliances with the requirements of section 129(3), 92 and 137, of the Act related to Filing of annual return and annual accounts for the financial year ended March 31, 2022 for which the no provision for penalty is done in its Standalone financial statements.

Further, additional financial impact if any due to other non-compliances of the Act and SEBI regulations on the financial statements is presently not ascertainable.

Management Reply to the above Auditors Qualification:

The Company has not complied with the following requirements of the Companies Act 2013.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT (CONSOLIDATED)

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2022-2023. The relevant Para nos. of the report and reply are as under: i. Auditors Qualification and Managements Reply on Consolidated financial results:

Audit Qualification:

(a) As stated in Note 2 to the accompanying statement, the Holding Companys trade receivables and other current assets as at March 31, 2023 include trade receivables amounting to Rs 74,749.41 lakhs and unbilled revenue amounting € 3,965,57 lakhs respectively, which have been outstanding for a substantial period (including receivables in respect of projects closed/ substantially closed) and Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, ‘Financial Instruments considering the period of outstanding. Consequently, in the absence of sufficient and appropriate evidence to suppor t the managements contention of recover ability of these amounts and balance confirmations, we are unable to comment upon the adjustments, if any, that are required to the carrying value of trade receivables, and consequential impact, if any, on the accompanying statement. The audit Opinion on the Companys Statement for the previous year ended March 31, 2022 was also modified in respect of this matter.

Auditors Qualification on the Internal Financial Controls relating to above:

The Holding Companys internal financial control in respect of supervisory and review controls over process of determining impairment allowance for trade receivables which are doubtful of recovery were not operating effectively. In the absence of detailed assessment conducted by the management for determining the recoverability of trade receivables that remain long outstanding, in our opinion, could result in a potential material misstatement to the carrying value of trade receivables, and consequently, could also impact the loss (financial performance including other comprehensive income) after tax.

Audit Qualification

(b) The Groups trade receivable as at March 31, 2023 include receivable from one of the subsidiaries, Supreme Panvel Indapur Tollways Private Limited amounting to

Rs 2,367.55 lakhs has not been recognized by the subsidiary in its financial statements as payable to the holding Company. Due to this, trade receivables of the group are overstated and losses of the group for the year are understated to the extent of Rs 2,387,55 lakhs. The audit Opinion on the Companys Statement for the previous year ended 31 March, 2022 was also modified in respect of this matter.

Management Reply to the above Auditors Qualification:

(a) and (b) The Holding Companys trade receivables and other current assets as at March 31, 2023 include trade receivables amounting to Rs 74,749.41 lakhs and unbilled revenue amounting Rs 3,965,57 lakhs respectively, which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed) Based on the contract terms and the ongoing recovery/ arbitration procedures (which are at various stages). Management is reasonably confident of recovering these amounts in full. Accordingly, these amounts have been considered as good and recoverable. Balances of Trade Receivables are subject to balance confirmation and adjustments, if any

Audit Qualification

(c) As stated in Note 3 to the accompanying statements, the Holding Companys current borrowings as at March 31, 2023 include balance amounting to Rs 32,772,84 Lakhs (Principal Amount), in respect of which confirmations/ statements from the respective banks/lenders have not been received. Further, in respect of certain loans where principal balance has been conf irmed from the confirmations issued by the banks/lenders, the interest accrued amounting Rs 3,20,650.01 Lakhs and Margin Money amounting to Rs 498,53 lakhs included in other non-current assets as on March 31, 2023 have not been confirmed by banks/lenders, In cases where lenders have given conf irmation for interest outstanding, differences are noticed in the balances since Banks/ lenders have stopped accrual of interest as the accounts of the Company are classified as NPA in their books. In the absence of such confirmation from banks/tenders or sufficient and appropriate alternate audit evidence for differences, we are unable to comment on the adjustments and changes in results and classification of balances in accordance with the principle of Ind AS

1, presentation of financial statements, that may be required to carrying value of the aforementioned balances in the accompanying statement. The audit

Opinion on the Companys Statement for the previous year ended 31 March, 2022 was also modified in respect of this matter.

Management Reply to the above Auditors Qualification:

The Holding Companys current borrowings as at March 31, 2023 include balance amounting to Rs 32,772.84 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/ lender s have not been provided to us by the management of the Company. Further, in respect of certain loans where principal balance has been confirmed from the confirmations issued by the banks/ lenders, the interest accrued amounting Rs 3,20,650.01 Lakhs and Margin Money amounting to Rs 498.53 lakhs included in other non-current assets as on March 31, 2023 have not been confirmed by banks/lenders. In the absence of conf irmations/statements from the lenders, the Company has provided for interest and other penal charges on these borrowings based on the latest communication available from the respective lenders at the interest rate specified in the agreement. The Holding Companys management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classif ication of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

Audit Qualification:

(d) As stated in Note 4 to the accompanying statement, regarding non compliances with the requirements of section 129(3), 92 and 137, of the Act by holding Company related to Filing of annual return and annual accounts for the financial year ended March 31, 2022 for which the no provision for penalty is done in the statements. Further, additional financial impact if any due to other non-compliances of the Act and SEBI regulations on the statements is presently not ascertainable

Management Reply to the above Auditors Qualification:

The Holding Company has not complied with the following requirements of the Companies Act 2013. ‘Filing of annual return and annual accounts for the financial year ended March 31, 2022 in accordance with the requirements of section 129(3), 92 and 137 of the Act. Compliance for the same will be done in due course.

Audit Qualification

(e) (A) The following qualifications to the audit opinion on the consolidated financial result of Supreme Infrastructure BOT Private Limited (‘SIBPL), subsidiary of the Holding Company, issued by an independent firm of Chartered Accountants vide its report dated November, 08 2023, reproduced by us as under: i) In case of SIBPL, as stated in Note 6(a) of the financial results, the SIBPLs current maturities of non-current borrowings from financial institutions as at March 31, 2023 having balance of € 65,454.11 lakhs and its interest of Rs 1,986.07 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classified as NPA. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the lenders, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any, to the terms and conditions of the transactions, and consequential impact, on the accompanying standalone f inancial statements. ii) In case of Supreme Vasai Bhiwandi Tollways Private Limited ("SVBTPL"), a subsidiar y company, As stated in Note 6(b) of the financial results, the SVBTPLs c Current maturities of long term borrowings and other current f inancial liabilities as March 31, 2023 include balances aggregating to Rs 15,924.75 lakhs and its interest of Rs 4,987.63 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classif ied into current as they are being declared NPA. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the lenders, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any, to the terms and conditions of the transactions, and consequential impact, on the accompanying standalone f inancial statements.

As stated in Note 6(b) of the financial results, SVBTPLs balances with banks as at March 31, 2023 having balance of Rs 5.20 lakhs in respect which direct confirmations from the banker have not been received. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the bankers, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any.

iii) In case of Kotkapura Muktsar Tollways Private Limited ("KMTPL"), a subsidiary company, as stated in Note 6(c) of the financial statements, the Companys Current maturities of long term borrowings and other current financial liabilities as at March 31, 2023 include balances aggregating to Rs 3,113.08 lakhs and its interest of Rs 4.190.93 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classified as NPA. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the lenders, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any, to the terms and conditions of the transactions, and consequential impact, on the accompanying standalone financial statements. iv) In case of Supreme Manor Wada Bhiwandi Infrastructure Private Limited ("SMWBIPL"), a subsidiary company,

• As stated in Note 6(d) of the financial results, MWBIPLs Current maturities of long term borrowings and other current f inancial liabilities as at March 31, 2023 include balances aggregating to € 7,160.60 lakhs and its interest of Rs 26,497.96 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classified as NPA. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the lenders, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any, to the terms and conditions of the transactions, and consequential impact, on the accompanying standalone financial statements.

• As stated in Note 6(d) of the financial results, MWBIPLs balances with banks as at March 31 2023 having balance of Rs 2.80 lakhs in respect of which direct confirmations from the banker have not been received. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the bankers, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any.

v) In case of Patiala Nabha Infra Project Private Limited ("PNIPPL"), a subsidiary company, as stated in Note 6(e) of the financial results, PNIPPLs Current maturities of long term borrowings and other current f inancial liabilities as at 31 March 2023 include balances aggregating to Rs 2,743.38 lakhs and its interest of Rs 1,416.49 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classified as NPA, Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the lenders, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any, to the terms and conditions of the transactions, and consequential impact, on the accompanying standalone f inancial statements.

(B) Following qualifications in audit report on the f inancial results of Supreme Panvel Indapur Tollways Private Limited (‘SPITPL)"}, subsidiary of the Holding Company, issued by one of the joint Statutory auditors of the holding Company vide their audit report dated November 10, 2023 and reproduced by us as under: (i) We draw attention to note 4(g) to the accompanying f inancial statements with respect to the Companys intangible assets under development as at March 31, 2023 aggregating Rs 2,76,671,52 lakhs in respect of cost incurred for construction of Highway project, commercial operation date (COD) for the project is delayed and is being substantially carried forward from earlier years and it is now under dispute. During the previous year, National Highways Authority of India ("NHAI") had issued an intent to terminate notice to the SPITPL, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties during the previous year. In terms of the order passed by the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, SPITPL and NHAI have been directed to explore mutual conciliation under policy of NHAI which are ongoing as informed by the Management. In the meanwhile, NHAI has appointed a new contractor to complete the remaining work of the project. Management has assessed that no impairment are required to the carrying value of the aforesaid balance of intangible assets under development, which is not in accordance with the requirements of Ind AS 36, ‘Impairment of Assets. In the absence of suff icient and appropriate evidence to support the managements assessment as above, stoppage of operations, and also considering uncer tainty of operations and cash flows due to termination notice and matter under arbitration to support the managements assessment as above, we are unable to comment upon adjustments due to impairment, if any, that may be required to the carrying values of intangible assets under development and the consequential impact on the accompanying statements.

(ii) In case of Supreme Panvel Indapur Tollways Private Limited, a subsidiary company, as stated in Note 6(f) of the financial statements, Companys Non-Current Borrowings and other current financial liabilities as at March 31, 2023 include balance amounting to

€ 75,422.07 lakhs and its interest of

Rs 45,750,95 lakhs in respect of which confirmations/statements from the lender has not been provided to us by the management of the Company. In the absence of such confirmation from lender or sufficient and appropriate alternate audit evidence, we are unable to comment on the adjustments and changes in classif ication of balances in accordance with the principle of Ind AS 1, presentation of financial statements, if any, that may be required to carrying value of the aforementioned balances in the accompanying statement.

Management Reply to the above Auditors Qualification:

(A) (i) Supreme Infrastructure BOT Private Limited (‘SIBPL)s current maturities of non- current borrowings from financial institutions as at March 31, 2023 having balance of Rs 65,454.11 lakhs and its interest of Rs 1,986.07 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classified as NPA. SIBPLs management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classification of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

(A) (ii) Supreme Vasai Bhiwandi Tollways Private Limited ("SVBTPL")s current maturities of non-current borrowings from financial institutions as at March 31, 2023 having balance of

Rs 15,924.75 lakhs and its interest of Rs 4,987.63 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classif ied as NPA. SVBTPLs management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classif ication of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

Also, balances with banks as at March 31, 2023 having balance of € 5.20 lakhs in respect of which direct confirmations from the banker have not been received. SVBTPLs management believes that amount reflected in books of accounts and correct and no adjustment require for the same.

(A) (iii) Kotkapura Muktsar Tollways Private Limited ("KMTPL")s current maturities of non-current borrowings from financial institutions as at March 31, 2023 having balance of Rs 3,113.08 lakhs and its interest of Rs 4,190.93 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classified as NPA. KMTPLs management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classif ication of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

(A) (iv) Supreme Manor Wada Bhiwandi Infrastructure Private Limited ("SMWBIPL)s current maturities of non-current borrowings from financial institutions as at March 31, 2023 having balance of Rs 7,160.60 lakhs and its interest of Rs 26,497.96 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classif ied as NPA. SMWBIPLs management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classif ication of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

Also, balances with banks as at March 31, 2023 having balance of Rs 2.80 lakhs in respect of which direct confirmations from the banker have not been received. SMWBIPLs management believes that amount reflected in books of accounts and correct and no adjustment require for the same.

(e) (A) (v) Patiala Nabha Infra Project Private Limited ("PNIPPL")s current, maturities of non-current borrowings from financial institutions as at March 31, 2023 having balance of Rs 2,743.38 lakhs and its interest of Rs 1,416,49 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classif ied as NPA.

PNIPPLs management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classif ication of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

(e) (B) (i) Supreme Panvel Indapur Tollways Private Limited ("SPITPL")s current maturities of non-current borrowings from financial institutions as at March 31, 2023 include balance amounting to € 75,422.07 lakhs and its interest of Rs 45,750.95 lakhs in respect of which direct confirmations from the lender have not been received. These borrowings have been classified into current, as the loan has been classif ied as NPA. SPITPLs management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classification of these borrowings into current and non-current as at March 31, 2023 is based on the original maturity terms stated in the agreements with the lenders.

(e) (B) (ii) Supreme Panvel Indapur Tollways Private Limited ("SPITPL") ‘s f inancial statements includes intangible assets under development as at March 31, 2023 aggregating Rs 2,76,671.52 lakhs in respect of cost incurred for construction of Highway project. SPITPL is a special pur pose vehicle company incorporated for the purpose of undertaking the work for construction of Panvel - Indapur NH-17 awarded by National Highways Authority of India ("NHAI") on built, operate and transfer basis. On 13 November 2020, NHAI had issued an "intent to terminate" notice to SPITPL, the said notice has been subsequently stayed by order of the Honble High Court of Delhi and the matter has been referred to an arbitral tribunal in order to adjudicate the dispute between the parties. In terms of the order passed the Honble Arbitral Tribunal dated March 10, 2023 in furtherance to the Honble Apex Court directions dated February 7, 2023, SPITPL and NHAI have been directed to explore mutual conciliation under the policy of NHAI. Further, commercial operation date (COD) in respect of SPITPL has been delayed due to various reasons attributable to the clients primarily due to non-availability of right of way, environmental clearances etc. Considering the above developments and ongoing Conciliation Process with the Client and management discussion with the respective lenders the Management is confident of resolving the matter without any loss. Therefore, based on ongoing discussions with the consortium lenders, Management has assessed that no impairment is required to the carrying value of the aforesaid balance of intangible assets under development.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial year 2022-2023. Accordingly, a Resolution seeking Members ratification for the appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Rakhi Dasgupta & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2022- 2023 along with certain qualification, reservation or adverse remark annexed herewith as Annexure-IV.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In Compliance with the Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and SEBI circular CIR/CFD/CMD1/27/2019 dated 8th February, 2019, the Company has undertaken an audit for the f inancial year 2022-2023 for all the applicable compliance as per the Securities and Exchange Board of India Regulation and Circular/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Rakhi Dasgupta &

Associates, Company Secretary has been submitted to the Stock Exchanges within the prescribed time lines.

21 BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

22. VIGIL MECHANISM

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Ombudsperson Task Force or to the Chairman of the Audit Committee.

23. DETAILS OF PROCEEDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016:

There are proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as amended, before National Company Law Tribunal or other courts during the year 2022-2023. However, the company had subsidiaries out of which one Supreme Infrastructure BOT Private Limited, Patiala Nabha Infra Projects Private Limited, Kopargaon Ahmednagar Tollways (Phase I) Private Limited is under the CIRP Process and Sanjose Supreme Tollways Development Private Limited is under the Liquidation Process.

24. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE

AT ONE TIME

SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The disclosure under this clause is not applicable as the Company has not taken any loan from banks or financial institutions and there was no instance of one-time settlement with any Bank or Financial Institution.

25. CORPORATE GOVERNANCE

As per Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a cer tif icate from the Practicing Company Secretar y confirming compliance forms an integral part of this Report.

26. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 that the Board of Directors have: a. In the preparations of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. Selected such accounting policies as mentioned in the annual accounts and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the loss of the Company for the year ended on that date; c. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. Prepared the annual accounts on a going concern basis; e. Laid down internal financial controls to be followed by the Company and that such f inancial controls are adequate and were operating effectively; f. Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

27. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the approval given on April 10, 2015 by Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 1, 2015. These secretarial Standards were thereafter revised and made effective from October 1, 2017. The Company is in compliance with the same.

29. REPORTING OF FRAUD

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act.

30. LISTING

Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2022-2023.

3. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act,

2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given hereunder:

32. CONSERVATION OF ENERGY

The Companys main activity is of construction which does not require any utilities. However, Power is required for (a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement of manufacturing units is met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/equipment and lighting are met from the regular distribution sources and are arranged by the clients who award the contracts. At the project sites where the power supply cannot be arranged, diesel generator sets are used to meet the requirement of power.

The conservation of energy in all possible areas is undertaken as an important means of achieving cost reduction. Savings in electricity, fuel and power consumption receive due attention of the management on a continuous basis.

33. TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH

& DEVELOPMENT AND INNOVATION

The Company has not acquired any technology for its manufacturing division. However, the technology adopted and applied is the latest technology available in the Industry and main thrust has always been put to adapt the latest technology.

In terms of Research and Development, it is the Companys constant endeavor to be more efficient and effective in planning of construction activities for achieving and maintaining the highest standard of quality.

In view of the above, the rules regarding conservation of Energy and Technology Absorption are not applicable to the Company.

34. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was no foreign exchange earnings and outgo.

35. ANNUAL RETURN

Pursuant to Section 194(3) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company is available on the website of the Company i.e. www.supremeinfra.com.

36. INTERNAL FINANCIAL CONTROL

Your Company operates in SAP environment and has its accounting records stored in an electronic form and backed up periodically. The SAP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated process to ensure accurate and timely updation of various master data in the underlying SAP system.

The statutory Auditor of the Company has pointed out some areas where the Company needs to strengthen the Internal

Control. Management of your Company is taking effort to strengthen these areas in which more controls required to make the robust Internal Financial Control.

37. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materially of related party transactions. Thus, the disclosure in ‘Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. Prior omnibus approval of Audit Committee and the Board of Directors is obtained on an annual basis for the transactions which are foreseen and of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has a Related Party Transactions Policy duly approved by the Board and the same is uploaded on the Companys website. The details of Related Party Transactions are given in the notes to the financial statements.

38. EMPLOYEE STOCK OPTION SCHEME

With an objective of participation by the employees in the ownership of the Company through share based compensation scheme/ plan, your company has implemented ESOS Scheme after having obtained the approval of the shareholders at the Annual General Meeting of the Company held on 30th September, 2015. However, no ESOS have been granted during the year under review.

39. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A. Details relating to deposits covered under chapter V of the Act.

B. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

C. No signif icant or material orders in view of the management were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

40. CAUTIONARY STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

41. ACKNOWLEDGEMENTS

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued cooperation and conf idence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well-wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.

	Sd/-
	Vikram Bhawanishankar Sharma
Date : 10/11/2023	Managing Director
Place : Mumbai	DIN: 01249904